Audit and Access Rights Sample Clauses

Audit and Access Rights. In accordance with Section 3.13, Owner shall have the right to have Owner’s Tax Consultant audit the Books and Records of any member of the Contractor Group or any Subcontractor or Sub-Subcontractor to confirm that all Louisiana Sales and Use Taxes paid by any member of the Contractor Group or any Subcontractor or Sub-Subcontractor in connection with the Work are properly owed under Applicable Laws; provided, however, if the determination of the proper amount of such Louisiana Sales and Use Taxes assessed on any one or more items of Equipment is dependent upon knowing the actual cost incurred by any member of the Contractor Group or any Subcontractor or Sub-Subcontractor for such item of Equipment and the compensation of such item of Equipment is included in the Contract Price or in any lump sum Change Order, that portion of the audit devoted to reviewing the actual cost incurred by any such member of the Contractor Group, Subcontractor or Sub-Subcontractor for such item of Equipment shall be performed by Owner’s Tax Consultant. The Parties agree that (unless the amount of Louisiana Sales and Use Taxes properly payable for an item of Equipment is subject to audit, litigation, arbitration, subpoena or summons issued by a Governmental Instrumentality) Owner’s Tax Consultant shall not disclose to Owner the actual cost incurred by Contractor or other member of the Contractor Group or any Subcontractor or Sub-Subcontractor for any item of Equipment included in the Contract Price, but the Parties agree that Owner’s Tax Consultant may report to Owner the proper Louisiana Sales and Use Taxes properly payable under Applicable Law.
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Audit and Access Rights. The parties recognize and agree that information will need to be shared between them and verified for purposes of effectuating the terms of this Agreement and, after the Effective Time, for the purposes of business operations and tax and other regulatory purposes. Each party shall permit the other parties and their representatives reasonable access to its books and records to verify any calculations made hereunder and for use of such information for legitimate business, tax and regulatory purposes. At the expense of the requesting party, each party shall have the right to conduct a reasonable audit of the other parties’ books and records as reasonably necessary to verify any such calculation.
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Audit and Access Rights. In addition to the obligations set out in Sections 12.10 and 16.1, Supplier will, and will cause its Subcontractors to, permit Rio Tinto and the Relevant Company to have access to any of their premises, accounts, books, records, correspondence, receipts, vouchers and other relevant documents and data (including documents stored in electronic form), and to interview their Personnel in connection with the Supply, as necessary, to verify, monitor and audit: (a) the Contract Price paid to date, inducing any amendment to the Contract Price; (b) the existence (or otherwise) of any Tax Savings; (c) any other amount payable to, or claimed by, Supplier pursuant to the Agreement; (d) Supplier’s compliance with the HSE Management Plan(s) and the health, safety and environmental conditions set out in Article 26; and (a) Supplier’s compliance with the Relevant Company policies identified in Article 28. Rio Tinto and the Relevant Company may make and retain copies of any of the items referred to in this Section 16.4, provided they agree to deal with any such information which is Confidential Information in accordance with Article 38.
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Audit and Access Rights. (a) In addition to the other rights set forth in this Agreement, Retailer shall, subject to the confidentiality provisions set forth in Section 11.4 hereof, (i) permit Bank and its officers, employees, attorneys, accountants and/or regulators during normal business hours with reasonable advance notice, in such a manner as to minimize interference with Retailer’s normal business operations, to examine and audit operations and audit, inspect, copy and make copies of all of the data, records, files and books of account (including non-financial information) under the control of Retailer if such operations, data records, files and books of account relate to any obligation of Retailer under this Agreement, including any calculation required to be made pursuant to the terms of this Agreement and as required by Applicable Law and (ii) use commercially reasonable efforts to facilitate Bank’s exercise of such right (including obtaining any consents that may be necessary or desirable to avoid a breach of any contractual obligations). Retailer shall use commercially reasonable efforts to deliver any document or instrument necessary for Bank to obtain such information from any Person maintaining records for Retailer. The cost and expense of any such examinations shall be expenses of Bank. Notwithstanding anything to the contrary contained herein, Retailer shall not be required to provide Bank or any other Person with access to information or records to the extent that such access (A) is prohibited by Applicable Law; provided, however, that to the extent that access to information or records is so prohibited, Retailer (x) shall notify Bank in writing regarding the law or regulation which prohibits such access and (y) shall deliver to Bank copies of all requested information or records, redacted as may be necessary to comply with the cited law or regulation or (B) could reasonably be expected to cause Retailer to be a consumer credit reporting agency as set forth in the Fair Credit Reporting Act. Retailer shall use commercially reasonable efforts to facilitate the maximum level of access by Bank in light of constraints under Applicable Law. No action taken by (or on behalf of) Bank pursuant to this Section 11.6(a) shall diminish or obviate any of the representations, warranties, covenants or agreements of Retailer contained herein. Employees of Retailer shall be permitted to be present during the exercise by Bank of any of its audit and access rights under this Section 1...
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Audit and Access Rights. If Xxxxxxx believes there is, may be or will be a violation of this Agreement that can be remedied by modifying or updating your Application, Procore will, in most cases, contact you to take direct action rather than intervene. Procore may directly intervene to take action if you are not responsive, or if we believe there is a credible risk of harm to Procore, the Service, our customers, End Users or any third party. Procore reserves a right to audit your Application to make sure it does not violate this Agreement, the Supplemental Terms, or our policies. You agree that you will cooperate with such audits and provide Procore with proof that your Application complies with these Terms, the Developer Documentation, the Supplemental Terms, and Xxxxxxx’s policies. You agree that Procore and its agents or contractors conducting the audit will bear no responsibility or liability arising from such audit. Procore, in its sole discretion, may change the Developer Offerings, including the Procore APIs (including backwards incompatible changes), the Developer Documentation and Services. Procore will use reasonable efforts to give notice of these changes via the Developer Documentation, your Developer Account, or other method chosen by Procore. Portions of the Procore API are undocumented, including certain methods, events, and properties. Undocumented aspects of the Procore APIs may change at any time without notice.
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Audit and Access Rights. A. Upon reasonable prior written notice, or upon such notice as is otherwise specified herein, and at their expense (such expenses not to include HPS' labor, legal, accounting costs, and the like), Midwestern and/or CGLIC or their agents shall have the right to conduct periodic audits of HPS' Group Policy administration, underwriting, marketing, compliance, market conduct, and claim operations at the offices of HPS, and Midwestern and/or CGLIC shall have the right of access to HPS' premises during normal business hours for such purpose. If Midwestern and/or CGLIC choose to conduct an audit at their own offices, HPS shall, upon request, ship all necessary records (or complete and accurate copies thereof) to the designated Midwestern or CGLIC office, at the expense of Midwestern or CGLIC. B. At all times during the term of this Agreement and following its termination for any reason, Midwestern and/or CGLIC shall have access to all records of Group Policies of Midwestern for so long as they are maintained by HPS pursuant to Article IV, Sections G and H. Midwestern and/or CGLIC shall, at their own expense, be entitled to obtain copies of any and all such records. C. Commencing as of the Effective Date, HPS shall maintain its books, records, and files that relate to this Agreement, the business administered hereunder, or any claim (collectively, "Records") in accordance with all laws, guidelines, regulations and accounting and audit to the extent that HPS possesses such data. The Records shall at all times remain the property of Midwestern.
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Audit and Access Rights. During the six (6) years from the Completion Date, the Purchaser will permit the Vendor and its duly authorised agents access on reasonable notice during normal business hours and, at its cost, to take copies of, the accounting and Taxation records and correspondence, tax returns, correspondence with Taxation authorities and all accounting records and work papers certified by the Vendor's Accountants as necessary to complete the Vendor's or Geotek's tax returns relating to any accounting period ending on or before the Completion Date, subject always to the Vendor and Geotek and their duly authorised agents agreeing to keep such records confidential and to use them only for the purposes of the Taxation returns of the Vendor or its Associates and subject to the Company holding such records.
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Audit and Access Rights. (i) Buyer acknowledges that, in addition to their rights (and the matters) described in Section 1.9(a)(v), Sellers shall have the right to perform periodic audits (not to exceed one (1) in any calendar year) and examinations with respect to the CFS Portfolio and the CFS Portfolio Records, for purposes of verifying compliance with the covenants made in Section 1.9 and Schedule 10, and Buyer agrees that in connection with such audits and examinations upon reasonable (but no less than five (5) Business Days’) prior notice to Buyer, any Seller or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the CFS Portfolio Records and any and all other information relating to the CFS Portfolio in the possession or under the control of Buyer and/or its Affiliates. Buyer also shall make available to Sellers a knowledgeable financial, accounting and/or portfolio management officer, as reasonably requested by Sellers, for the purpose of answering questions in respect of the CFS Portfolio, or any applicable part thereof. Sellers shall pay all out-of-pocket costs and expenses incurred by Sellers in connection with Sellers’ activities pursuant to this Section 6.10(f) (“Audit Costs”). (ii) Buyer further acknowledges and agrees that (A) Buyer shall reasonably cooperate with Sellers to enable Sellers to meet and confer with Buyer’s Accountants in connection with the report described in Section 1.9(a)(v) above, and (B) in connection with any such meeting, Buyer shall reasonably cooperate with Sellers to enable Sellers to be permitted to review Buyer’s Accountants’ work papers used to prepare the report identified in Section 1.9(a)(v)).
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Audit and Access Rights 
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Related to Audit and Access Rights

  • Audit and Access Twelve (12) Months after the expiry of the Call-Off Agreement Period or following termination of this Call-Off Agreement.

  • Inspection and Access Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not materially and adversely affect Landlord’s access rights hereunder.

  • REPORTS AND ACCESS The Advisor agrees to supply such information to the Fund's administrator and to permit such compliance inspections by the Fund's administrator as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Trustees.

  • Cooperation and Access The Cooperative Member agrees that it will cooperate in compliance with any reasonable requests for information and/or records made by the Cooperative. The Cooperative reserves the right to audit the relevant records of any Cooperative Member. Any breach of this provision shall be considered material and shall make the Agreement subject to termination on ten (10) days written notice to the Cooperative Member.

  • Information and Access (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause, its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Schedule 14D-9 or Schedule TO (including with respect to Parent, information concerning the Investors) and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and all filings, notices, reports, consents, registrations, approvals, permits and authorizations, made or sought by or on behalf of Parent, the Company or any of their respective Affiliates to or from any third party, including any Governmental Entity, in each case necessary or advisable in connection with the Transactions and, with respect to the information supplied in writing by or on behalf of Parent, its Affiliates or its or their respective Representatives for inclusion in or incorporation by reference into the Schedule 14D-9, including with respect to the Investors. Each of Parent and the Company acknowledges and agrees that such information supplied by it pursuant to this Section 7.8(a) (as applicable) will be correct and complete in all material respects at the time so supplied. (b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, to the Company Employees, agents, properties, offices and other facilities, Contracts, books and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by or on behalf of Parent; provided, however, that, subject to compliance with the obligations set forth in Section 7.8(c): (i) neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would, in the reasonable opinion of the Company’s outside legal counsel result in (A) a violation of applicable Law, (B) the breach of any contractual confidentiality obligations in any Contract with a third party entered into prior to the date of this Agreement or following the date of this Agreement in compliance with Section 7.1 and Section 7.2; (C) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, in any material respect; or (D) such information or documents are reasonably pertinent to any adverse Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (subject to any rules or guidelines of discovery applicable to such adverse Proceeding); and (ii) in no event shall the work papers of the Company’s and its Subsidiaries’ independent accountants and auditors be accessible to Parent or any of its Representative unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. Any investigation conducted pursuant to the access contemplated by this Section 7.8(b) will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries and that would not reasonably be expected to create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase II environmental assessments. All requests for such access or information made pursuant to this Section 7.8(b) shall be initially directed to the Person set forth on Section 7.8(b) of the Company Disclosure Schedule, which Person may be replaced by the Company at any time by providing written notice to Parent, and any access granted in connection with a request made pursuant to this Section 7.8(b) shall be supervised by such Persons. (c) In the event that the Company objects to any request submitted pursuant to Section 7.8(b) on the basis of one or more of the matters set forth in clause (i) of Section 7.8(b), it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons and reasonable support therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the impediments expressly set forth in clause (i) of Section 7.8(b) (other than clause (D)) including through the use of commercially reasonable efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual confidentiality obligations contemplated by clause (i)(B) of Section 7.8(b), obtaining a waiver with respect to or consent under such contractual confidentiality obligations. (d) Without limiting the generality of the other provisions of this Section 7.8, the Company and Parent, as each deems advisable and necessary, after consultation with their respective outside legal counsel, may reasonably designate competitively sensitive information and documents (including those that relate to valuation of the Company or Parent (as the case may be)) as “Outside Counsel Only Information.” Such information and documents shall only be provided to the outside legal counsel of the Company or Parent (as the case may be), or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement or additional confidentiality or joint defense agreement between or among the Company and Parent; provided, however, that, subject to any applicable Laws relating to the exchange of information, the outside legal counsel receiving such information and documents may prepare one or more reports summarizing the results of any analysis of any such shared information and documents, and disclose such reports, other summaries or aggregated information derived from such shared information and documents to Representatives of such outside legal counsel’s client. (e) No access or information provided to Parent or any of its Representatives or to the Company or any of its Representatives following the date of this Agreement, whether pursuant to this Section 7.8 or otherwise, shall affect or be deemed to affect, modify or waive the representations and warranties of the Parties set forth in this Agreement and, for the avoidance of doubt, all information and documents disclosed or otherwise made available pursuant to Section 7.5, Section 7.6, this Section 7.8 or otherwise in connection with this Agreement and the Transactions shall be governed by the terms and conditions of the Confidentiality Agreement mutatis mutandis as if Parent were Counterparty (as defined in the Confidentiality Agreement) and subject to applicable Laws relating to the exchange or sharing of information and any restrictions or requirements imposed by any Governmental Entity; provided, that, in the event of a conflict, the provisions of Section 7.13 shall override any conflicting provisions of the Confidentiality Agreement, and any Person who is a potential source of, or may provide, equity, debt or any other type of financing to Parent or any of its Representatives in connection with the Transactions shall be deemed a “Representative” for purposes of the Confidentiality Agreement without the prior written consent of the Company.

  • Records and Access The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

  • Power Supply Information and Access to Information POWER SUPPLY INFORMATION

  • Records Maintenance and Access Grantee must maintain all financial records relating to this Grant in accordance with generally accepted accounting principles. In addition, Grantee must maintain any other records, whether in paper, electronic or other form, pertinent to this Grant in such a manner as to clearly document Grantee’s performance. All financial records and other records, whether in paper, electronic or other form, that are pertinent to this Grant, are collectively referred to as “Records.” Grantee acknowledges and agrees Agency and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives will have access to all Records to perform examinations and audits and make excerpts and transcripts. Grantee must retain and keep accessible all Records for a minimum of six (6) years, or such longer period as may be required by applicable law, following termination of this Grant, or until the conclusion of any audit, controversy or litigation arising out of or related to this Grant, whichever date is later.

  • Records Retention and Access 1. Grantee will keep and maintain, as applicable, accurate and complete records necessary to determine compliance with this Contract and applicable laws. 2. Grantee will provide access to its records to DFPS, the Texas State Auditor’s Office (SAO), the Federal Government, and their authorized representatives. 3. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documentation for a minimum of seven years after the termination of this Contract or seven years after the completion of any litigation or dispute involving the Contract, whichever is longer. 4. THE GRANTEE WILL NOT DISPOSE OF RECORDS BEFORE PROVIDING THE DFPS CONTRACT MANAGER WRITTEN NOTICE OF ITS INTENT TO DISPOSE OF RECORDS AND RECEIVING WRITTEN APPROVAL FROM THE DFPS CONTRACT MANAGER.

  • Inclusion and accessibility The institution will provide support to incoming mobile participants with fewer opportunities, according to the requirements of the Erasmus Charter for Higher Education. Information and assistance can be provided by the following contact points and information sources: Although a brief overview is provided in this agreement, more detailed information is sent to the nominees in order for them to prepare their exchange.

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